TaxTMI 
TaxTMI 
TaxTMI 
1995 (9) TMI 226
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....rantee and not having a share capital. Appellant, Narendera Kumar Agarwal, lodged with MSEA on 9-2-1989 an instru- ment of transfer/nomination for transferring his interest as a member in the company in favour of respondent No. 1, Smt. Saroj Maloo. On 10-8-1989 she was informed by MSEA that transfer of membership by nomination in her favour was not possible in absence of any provision to that effect in its articles of association. Aggrieved by the refusal Smt. Saroj Maloo filed an appeal under section 111 of the Act to the Company Law Board (the Board). The stand taken by MSEA before the Board was that in the articles of association there was no provision regarding nomination of membership leading to transfer of the same in favour of nomine....
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....istinction can be made between transfer of share of a limited company limited by shares and transfer of other interest of a member in a company limited by guarantee. Following the decision of this Court in V.B. Rangaraj v. V.B. Gopalkrishnan 1992 (1) SCC 160 wherein it is held that the only restric-tion of the transfer of the shares of the company is as laid down in its articles of association and a restriction which is not specified in the article is not binding either on the company or on the shareholders, the High Court held that as there was no bar of transfer by nomination of other interest in the articles of association of MSEA, refusal by MSEA was not justified and legal. It also held that subsequent incorporation of article 27A in t....
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....t as if they were contained in duly registered articles. In respect of other companies section 29 of the Act provides that the articles of association of such company shall be in such one of the forms in Tables C, D and E in Schedule I as may be applicable or in a form as near thereto as circumstances admit. It further provides that nothing contained in that section shall be deemed to prevent a company from including any additional matters in its articles insofar as they are not inconsistent with the provisions contained in the form in any of the Tables C, D and E adopted by the company. In this case, it is not disputed that Table C will be applicable. If Tables A and C are compared it becomes apparent that there are material differences be....